AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT

Waiver Agreement

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LINENS 'N THINGS CENTER, INC. | BLOOMINGTON, MN, LT, INC | CITADEL LNT, LLC | GE CANADA FINANCE HOLDING COMPANY | GE CAPITAL MARKETS, INC | Issuing Bank | LINENS HOLDING CO | LINENS 'N THINGS CANADA CORP | LINENS 'N THINGS CANADA LIMITED | LINENS 'N THINGS CENTER, INC | LINENS 'N THINGS, INC | LNT LEASING II, LLC | LNT LEASING III, LLC | LNT MERCHANDISING COMPANY LLC | LNT SERVICES, INC | LNT VIRGINIA LLC | LNT WEST, INC | LNT, INC | VENDOR FINANCE, LLC | WELLS FARGO RETAIL FINANCE, LLC

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Title: AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
Governing Law: New York Date: 7/31/2008

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Exhibit 10.1

AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT

This AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT dated as of July 25, 2008 (this “ Amendment ”), by and among LINENS ‘N THINGS, INC., a Delaware corporation (“ LNT ”) and LINENS ‘N THINGS CENTER, INC., a California corporation (“ LNT Center ” and together with LNT the “ US Borrowers ” and each individually a “ US Borrower ”), LINENS ‘N THINGS CANADA CORP., a Nova Scotia unlimited company (“ Canadian Borrower ” and together with US Borrowers, the “ Borrowers ”); LINENS HOLDING CO., a Delaware corporation (“ Holdings ”); the Subsidiary Guarantors; the Lenders; GE CAPITAL MARKETS, INC. (“ GECM ”), as lead arranger (in such capacity, “ Arranger ”); GENERAL ELECTRIC CAPITAL CORPORATION (“ GE Capital ”), as US swingline lender (in such capacity, “ US Swingline Lender ”); GENERAL ELECTRIC CAPITAL CORPORATION, as US administrative agent (in such capacity, “ US Administrative Agent ”) for the Lenders and the Issuing Banks and as US collateral agent (in such capacity, the “ US Collateral Agent ”) for the Secured Parties; GE CANADA FINANCE HOLDING COMPANY (“ GE CANADA ”), as Canadian collateral agent (in such capacity, the “ Canadian Collateral Agent ”; the US Collateral Agents and the Canadian Collateral Agents are collectively referred to herein as the “ Collateral Agents ”) for the Secured Parties; GE CANADA, as Canadian administrative agent (in such capacity, the “ Canadian Administrative Agent ” together with the US Administrative Agents, the “ Administrative Agents ”) for the Lenders and the Issuing Banks, and GE CANADA, as Canadian swingline lender (in such capacity, “ Canadian Swingline Lender ” and together with US Swingline Lender, the “ Swingline Lenders ”), amends certain provisions of the Senior Secured, Super-Priority Debtor-in-Possession and Exit Option Credit Agreement, dated as of May 5, 2008, among the US Borrowers, each as a debtor and a debtor-in-possession, the Canadian Borrower, the Lenders party thereto, the Guarantors party thereto, the Arranger and the Agents (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS , the Loan Parties have requested that the Administrative Agents and the undersigned Lenders waive certain of the terms and provisions of the Credit Agreement, as specifically set forth in this Amendment and agree to amend certain of the terms and provisions of the Credit Agreement, as specifically set forth in this Amendment;

NOW THEREFORE , in consideration of the mutual agreements contained in the Credit Agreement and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Limited Waiver and Consent Under Credit Agreement .

(a) The Loan Parties have failed to comply with the budget compliance covenants set forth in Section 6.21(b) of the Credit Agreement for each of the Cumulative Four Week Period ended July 5, 2008 and the Cumulative Four Week Period ended July 12, 2008. The Loan Parties acknowledge that such failures constitute Events of Default pursuant to Section 8.01(d) of the Credit Agreement (the “ Specified Defaults ”), and request a waiver from the Administrative Agents and the Lenders in respect thereof. Subject to the satisfaction of the conditions precedent and covenants specified in §5 and §6 of this Amendment, respectively, the Administrative Agents and the Lenders party hereto hereby waive the Specified

Defaults; provided , that the foregoing waivers shall be rescinded and no longer effective if the Loan Parties fail to comply in full with the provisions hereof.

(b) The Administrative Agents and the Lenders hereby consent to the updated Budget delivered to the Administrative Agents by the Loan Parties as of July 14, 2008 (the “ Revised Budget ”), which Revised Budget shall be deemed effective as of such date of delivery.

§2. Amendments to the Credit Agreement .

(a) Section 1.01 of the Credit Agreement is hereby modified by deleting the definition of “Cumulative Four Week Period” in its entirety and replacing it with the following:

““ Cumulative Four Week Period ” shall mean the four-week period up to and through the Saturday of the most recent week then ended, or if a four-week period has not then elapsed from the Petition Date, such shorter period since the Petition Date through the Saturday of the most recent week then ended, or if a four-week period has not then elapsed from the First Amendment Effective Date, such shorter period since the First Amendment Effective Date through the Saturday of the most recent week then ended.”

(b) Section 1.01 of the Credit Agreement is hereby modified by adding the following definitions:

““ Consensual Plan of Reorganization ” shall mean a Plan of Reorganization which has also been approved by the Ad Hoc Noteholders Committee and the Committee.”

““ Lease Extension Letter ” shall mean an agreement, in form and substance reasonably satisfactory to the Agents, to extend the time for assumption or rejection to no earlier than March 31, 2009.”

““ Non-Extended Lease ” shall mean any Lease other than Leases which have either been (i) assumed or (ii) as to which the Loan Parties shall have received a fully-executed and effective Lease Extension Letter.”

““ Non-Extended Lease Location ” shall mean any warehouse location or retail location not subject to a Lease Extension Letter.”

“ SECTION 6.21. Budget Compliance Covenants . Allow (a) the payment of any expenses or other disbursements other than those set forth in the Budget; provided that the Actual Disbursement Amount (i) for any Cumulative Four Week Period ending prior to August 1, 2008, may exceed the Budgeted Disbursement Amount for such Cumulative Four Week Period by no more than ten percent (10%), and (ii) for any Cumulative Four Week Period ending on or after August 1, 2008, may exceed the Budgeted Disbursement Amount for such

Cumulative Four Week Period by no more than five percent (5%); (b) Actual Sales Receipts (i) for any Cumulative Four Week Period ending prior to August 1, 2008, to be less than ninety percent (90%) of the Budgeted Sales Receipts for such Cumulative Four Week Period as set forth in the Budget and (ii) for any Cumulative Four Week Period ending on or after August 1, 2008, to be less than ninety-five percent (95%) of the Budgeted Sales Receipts for such Cumulative Four Week Period as set forth in the Budget; or (c) the Actual Inventory Amount (i) at any time prior to August 1, 2008, to be less than ninety percent (90%) of the Budgeted Inventory Amount at such time as set forth in the Budget and (ii) at any time on or after August 1, 2008, to be less than ninety-five percent (95%) of the Budgeted Inventory Amount at such time as set forth in the Budget.”

(d) Sections 8.01(p)(i) through 8.01(p)(xix) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

“(i) the bringing by a Debtor of a motion, or the execution by a Debtor of a written agreement, or the filing by a Debtor of any plan of reorganization or disclosure statement attendant thereto by a Debtor in any Chapter 11 Case: (w) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (x) to grant any Lien other than a Permitted Lien upon or affecting any Collateral; (y) except as provided in the Interim or Final Order, as the case may be, to use cash collateral of the Secured Parties under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agents and the Required Lenders; or (z) any other action or actions materially adverse to the Administrative Agents and the Lenders or their rights and remedies hereunder or their interest in the Collateral;

(ii) the failure of the Debtors to deliver to the Agents, the Ad Hoc Noteholders Committee and the Committee a term sheet for a proposed Consensual Plan of Reorganization on or prior to August 1, 2008;

(iii) with respect to (x) all of the Debtors’ warehouse locations (other than the Permitted Store Closings identified on Schedule 5.17 hereto) and (y) not less than eighty percent (80%) of the Debtors’ retail locations (other than the Permitted Store Closings identified on Schedule 5.17 hereto), the failure of the Debtors, on or prior to August 1, 2008, to either (A) assume the relevant Leases or (B) obtain Lease Extension Letters in form and substance reasonably satisfactory to the Agents;

(iv) with respect to all Non-Extended Leases, any of the following:

(A) the failure of the Debtors to distribute to prospective liquidators “bid books” covering the Non-Extended Lease Locations, in form and substance reasonably satisfactory to the Agents, on or prior to August 8, 2008;

(B) the failure of the Debtors to complete the auction for inventory at the Non-Extended Lease Locations, on term and conditions reasonably satisfactory to the Agents, on or prior to August 27, 2008;

(C) the failure of the Debtors to obtain an order from the U.S. Bankruptcy Court, in form and substance reasonably satisfactory to the Agents, approving the sale of the inventory at the Non-Extended Lease Locations, on or prior to August 28, 2008;

(D) the failure of the Debtors to execute agency documents and all other relevant documents, such documents in form and substance reasonably satisfactory to the Agents, in connection with the sale of the inventory at the Non-Extended Lease Locations, on or prior to August 28, 2008;

(E) the failure of the Debtors to consummate the sale of the inventory at the Non-Extended Lease Locations, on terms and conditions reasonably satisfactory to the Agents, on or prior to August 29, 2008;

(v) the failure of the Debtors to deliver to the Agents a term sheet reflecting a proposed Consensual Plan of Reorganization reasonably acceptable to the Agents (and for which the Agents are reasonably satisfied as to the likelihood that such Consensual Plan of Reorganization will be approved and confirmed by the U.S. Bankruptcy Court), on or prior to August 15, 2008;

(vi) the failure of the Debtors to file the Consensual Plan of Reorganization and a disclosure statement relating thereto (each in form and substance satisfactory to the Required Lenders in their sole discretion) with the U.S. Bankruptcy Court, on or prior to August 29, 2008;

(vii) (x) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, by a Debtor to which the Required Lenders do not consent or otherwise agree to the treatment of their claims thereunder or (y) the entry of any order terminating any Loan Party’s exclusive rights to file a plan of reorganization;

(viii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that (x) is not acceptable to the Required Lenders in their sole discretion or (y) does not contain a provision for termination of the Commitments and repay